IPL Plastics Public Limited Company (the Company )

Similar documents
MALIN CORPORATION PLC

ATLANTIC CARBON GROUP PLC

GOVERNOR S LETTER TO HOLDERS OF ORDINARY STOCK

Notice of Annual General Meeting 2018

Ramsdens Holdings PLC Incorporated in England and Wales under the Companies Act 2006 with registered number

(Incorporated in England and Wales with company number )

Amerisur Resources plc. Notice of Annual General Meeting

(incorporated and registered in Scotland under number SC069140)

(incorporated and registered in England and Wales under number ) NOTICE OF ANNUAL GENERAL MEETING

Ryanair Holdings plc

THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

Notice of Annual General Meeting

THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

Inspirit Energy Holdings plc (Registered in England and Wales with Company Number: ) Notice of Annual General Meeting

CHURCHILL MINING PLC

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

NOTICE OF ANNUAL GENERAL MEETING EQTEC PUBLIC LIMITED COMPANY. (the Company )

NOTICE OF ANNUAL GENERAL MEETING OF WESTMINSTER GROUP PLC 1

AB DYNAMICS PLC NOTICE OF ANNUAL GENERAL MEETING

Notice of Annual General Meeting

To be held at the offices of the Company s Solicitors, Kerman and Co LLP whose address is 200 Strand, London, WC2R 1DJ

SQN Asset Finance Income Fund Limited (a company incorporated with limited liability under the laws of Guernsey with registered number 58519)

Global Energy Development PLC

Notice of Annual General Meeting of GlobalData plc

STRIDE GAMING PLC. (a company incorporated under the Companies (Jersey) Law 1991, as amended, and registered with number )

Notice of Annual General Meeting. GBGI Limited

27-28 Eastcastle Street Mark Wellesley-Wood (Non-executive Deputy Chairman) London John Edward Leach (Finance Director)

BAOBAB RESOURCES PLC (Registered in England and Wales with company number )

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Notice of the. BTG plc. to be held at the offices of Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH. Thursday, 13 July 2017 at 10.

IGAS ENERGY PLC NOTICE OF ANNUAL GENERAL MEETING 2018

The following notes provide an explanation of the resolutions proposed in this notice of General Meeting.

Vitesse Media plc. Registered Office: 5 th Floor 6 St. Andrew Street London EC4A 3AE

UK OIL & GAS INVESTMENTS PLC (incorporated and registered in England and Wales under number )

EQUATORIAL MINING AND EXPLORATION PLC

Incorporated and domiciled in the United Kingdom under the Companies Act 2006, with registered number

Incorporated in England & Wales (Company No ) Registered Office: Third Floor, 55 Gower Street, London WC1E 6HQ

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

PARAGON ENTERTAINMENT LIMITED. (Registered in the Cayman Islands under Companies Law (2011 Revision) with registered number MC )

FRONTERA RESOURCES CORPORATION (Incorporated and registered in the Cayman Islands with company number )

TRACSIS PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number )

MDM ENGINEERING GROUP LIMITED (the Company ) NOTICE OF ANNUAL GENERAL MEETING

Independent News & Media PLC

NOTICE OF ANNUAL GENERAL MEETING

Notice of Annual General Meeting 2017

THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

3. To re-appoint Jeffreys Henry LLP as auditors of the Company and to authorize the Directors to fix their remuneration. (Ordinary Resolution)

NEW TREND LIFESTYLE GROUP PLC Notice of Annual General Meeting and Authority to Allot Ordinary Shares

HOT ROCKS INVESTMENTS PLC NOTICE OF ANNUAL GENERAL MEETING

NOSTRA TERRA OIL AND GAS COMPANY PLC Finsgate, 5-7 Cranwood Street, London EC1V 9EE

ORIGO PARTNERS PLC. (Incorporated in the Isle of Man with Registered No. 5681V)

Notice of Annual General Meeting. Odey Investments plc (the Company )

CELTIC plc (Incorporated in Scotland with company registration number SC003487) Registered office: Celtic Park, Glasgow, G40 3RE

Sanne Group plc. Notice of Extraordinary General Meeting To be held at IFC 5, St Helier, Jersey JE1 1ST On 1 October 2018 at 14.30

NOTICE OF ANNUAL GENERAL MEETING 2017

The ABI has also reviewed this proforma circular and has confirmed that it is in line with views on current good practice.

TED BAKER PLC NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON 12 JUNE 2018 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Chaco Resources PLC (Incorporated in England and Wales under the Companies Act 1985 (as amended) with Registered No )

accesso Technology Group plc ( accesso or the Company ) Registered number

CARADOR INCOME FUND PLC

Kingfisher PLC 2018 Annual General Meeting - Form of Proxy

The Quarto Group, Inc. Notice of Annual Meeting & Forms of Proxy and Direction

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Notice of AGM. Renold plc Annual General Meeting

The Companies Acts 1985 and A public company limited by shares. Articles of Association. Cadogan Petroleum plc Registered No.

LOCHARD ENERGY GROUP PLC (incorporated and registered in England and Wales with registered no )

This document is important and requires your immediate attention.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

THE ISLE OF MAN COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES NOTICE OF EXTRAORDINARY GENERAL MEETING PANTHER METALS PLC.

SQN Asset Finance Income Fund Limited (Incorporated in Guernsey with registration number 58519)

COMPANIES (JERSEY) LAW 1991 A PUBLIC COMPANY LIMITED BY SHARES. Amended and Restated MEMORANDUM AND ARTICLES OF ASSOCIATION PARAGON RESOURCES PLC

(Incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended) with registered number 94592) NOTICE OF ANNUAL GENERAL MEETING

SOUTHERN CROSS EXPLORATION N L

NOTICE OF ANNUAL GENERAL MEETING

RAVEN RUSSIA LIMITED

NOTICE OF ANNUAL GENERAL MEETING 2015

Attached is the notice for the Hampton Hill Mining NL Annual General Meeting.

NOTICE OF GENERAL MEETING CENTAUR MEDIA PLC. (Incorporated in England and Wales with registered number )

No. 34. Companies (Jersey) Law Company Limited by Shares MEMORANDUM AND ARTICLES OF ASSOCIATION. Heritage Oil plc

GOLD STANDARD VENTURES CORP. (the Company ) ARTICLES

ERIDGE CAPITAL LIMITED. Notice of Annual General Meeting

ARTICLES OF ASSOCIATION LIDCO GROUP PLC. Company Number

The Companies Act Public Company limited by shares

COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION. KINGFISHER plc

Balfour Bea y. This circular is important. Please read it immediately.

WIZZ AIR HOLDINGS PLC MEMORANDUM OF ASSOCIATION

For personal use only

INCA MINERALS LIMITED [ASX: ICG] ACN: NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING PROXY FORM AND EXPLANATORY MEMORANDUM

No Companies (Jersey) Law Company Limited by Shares MEMORANDUM AND ARTICLES OF ASSOCIATION. Experian plc 1

LEGEND MINING LIMITED ACN NOTICE OF ANNUAL GENERAL MEETING. The Annual General Meeting of the Company will be held

THE COMPANIES ACTS 1985 TO 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION PHSC PLC

For personal use only

Company number THE COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES. NEW ARTICLES OF ASSOCIATION of TESCO PLC (Adopted on 23 June 2016)

THE COMPANIES ACT 1985 AND THE COMPANIES ACT 2006 A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION LIGHT AIRCRAFT ASSOCIATION LIMITED

INMED PHARMACEUTICALS INC. (the Company ) ARTICLES

BYE-LAWS of PureCircle Limited

SCHEDULE. Corporate Practices (Model Memorandum and Articles of Association)

The Notice of Meeting, Explanatory Notes, and Proxy Form are all enclosed on the following pages.

For personal use only

Transcription:

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred your entire holding of Ordinary Shares in IPL Plastics Public Limited Company (the Company ), please pass this document, together with the enclosed proxy form, to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. IPL Plastics Public Limited Company (the Company ) Notice of 2018 Annual General Meeting 1

This page left blank intentionally 2

IPL Plastics plc (Incorporated in Ireland with limited liability under the Companies Act. Registered no. 385948) Registered Office: Huguenot House, 35-38 St. Stephen s Green, Dublin 2 Directors: Hugh McCutcheon (Interim Chairman) Alan Walsh* Pat Dalton* Rose Hynes Geoff Meagher Alain Tremblay *Executive Director Company Secretary: Susan Holburn 4 April 2018 IPL Plastics plc ( IPL Plastics or the Company ) - Annual General Meeting 2018 Dear Shareholder I enclose Notice of the Annual General Meeting of the Company (the AGM ) together with the IPL Plastics 2017 Annual Report and invite you to join me on Thursday, 17th May 2018 at 10.00 a.m. at The Westbury, Grafton Street, Dublin 2. The following outlines the resolutions to be proposed at the forthcoming Annual General Meeting: Ordinary Business Resolution 1 receipt and consideration of the financial statements This is an ordinary resolution to receive and consider the financial statements for the year ended 31 December 2017. The Directors will present at the AGM the financial statements including the directors and auditors reports. Resolution 2(a) and 2(b) re- election of Mr Hugh McCutcheon and Mr Pat Dalton as Directors These are ordinary resolutions to consider the re-election of Mr Hugh McCutcheon and Mr Pat Dalton who are retiring in accordance with Article 93 of the Articles of Association of the Company and who being eligible have offered themselves for re-election. Hugh McCutcheon (64) was co-opted to the Board on 19 January 2015. He has extensive capital markets experience and M&A advisory experience for public and private companies across a broad range of industries including manufacturing, financial services, construction, pharma, food, oil and gas mining and government. He has a degree in Economics from Trinity College, Dublin. He is Chairman of the Remuneration Committee and Nominations Committee and a member of the Audit Committee. Hugh is a Chartered Accountant and was formerly head of corporate finance at Davy. He joined Davy in 1989 from PwC, where he qualified as a Chartered Accountant in 1979. Hugh is the Senior Independent Director of Origin Enterprises plc. Hugh is also an Alternate Director at the Irish Takeover Panel. Pat Dalton (52) (FCA, AITI) joined the Group in 2012 as Chief Financial Officer, and was appointed as an Executive Director to the Board on 31 December 2012. Pat worked for GPA Group plc from 1992 and was appointed CFO of debis AirFinance B.V, which acquired GPA Group plc in 2000. He was then CFO of Bord Gáis Éireann from 2002, before joining Menolly Property as CFO in 2006. Pat is a graduate of University College Dublin. The Company can confirm that each of the Directors continues to perform effectively and demonstrates commitment to the role. The Board recommends the re-election of the Directors who are standing for re-election. 3

Resolution 3 Re-election of Mr Alain Tremblay as a Director This is an ordinary resolutions to consider the election of Mr Alain Tremblay who since the last AGM of the Company was co-opted to the Board and who will retire and offer himself for election in accordance with Article 97 of the Articles of Association of the Company. Alain Tremblay (55) was co-opted to the Board on 2 January 2018 and is a Non-Independent Non-Executive Director representing La Casse de dépôt et placement du Québec ( CDPQ ), the Group s largest shareholder. Alain is currently Investment Manager, Private Equity at CDPQ since 1998, specialising in distribution, manufacturing and services. He manages a portfolio of over CAD$5Bn and is a seasoned investor who has realised many investments in equity and mezzanine debt in mid to large cap companies across North America and Europe. Alain has previously served on several Boards, including Groupe Canam, Camso, Laureate Education, Rexel and St-Georges University. Alain brings over 30 years of experience in financial institutions such as the Bank of Montreal, Toronto Dominion Bank, Fonds del solidarité FTQ and Crédit industriel Desjardins. He has completed a Bachelor s and Master s degree in Business Administration at HEC Montreal and is a member de l orde des Comptables Professionnels Agréés du Québec (CPA, CGA). Resolution 4 Auditors remuneration The Directors are seeking to renew their authority to fix the remuneration of the Auditors for the year ending 31 December 2018. Resolution 4 is an ordinary resolution. Special Business Resolution 5 Directors power to allot shares As routine, Shareholders are being asked to renew the Directors authority to allot and issue relevant securities (essentially Ordinary Shares in the Company). This authority will be limited to the allotment of relevant securities up to an aggregate nominal value of 688,600 (representing, in line with corporate governance best practice, approximately one third of the Company s issued ordinary share capital as at the last practicable date before the issue of this circular). If adopted, this authority will expire on the earlier of the close of business on 17 August 2019 and the date of the Annual General Meeting of the Company in 2019. The Directors have currently no intention to issue shares or other relevant securities pursuant to this authority. Resolution 5 is an ordinary resolution. Resolution 6 Dis-application of pre-emption rights As routine, Shareholders are also being asked to renew the Directors authority to dis-apply statutory pre-emption provisions in the event of a rights issue or other pro rata offer of equity securities to shareholders or other issue of equity securities for cash up to an aggregate nominal value of 103,297 (representing approximately 5% of the Company s issued ordinary share capital as at the last practicable date before the issue of this circular). If adopted, this authority will expire on the earlier of the close of business on 17 August 2019 and the date of the Annual General Meeting of the Company in 2019. The Directors have currently no intention to issue shares or other equity securities pursuant to this power. Resolution 6 is a special resolution requiring the approval by 75% of the votes cast by Shareholders voting in person or by proxy at the AGM. Action to be taken Your participation at the AGM is important for the Company, and I would encourage every shareholder to take part in the meeting, either by attending the AGM or (if you are not able to attend) by casting your vote by proxy. 4

You will find a Form of Proxy accompanying this document for use in connection with the AGM. The Form of Proxy should be completed and returned as soon as possible to our Registrars, Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland and in any event, in order to be valid, so as to arrive not later than 10.00 a.m. on 15 May 2018. The lodging of a Form of Proxy will not preclude a shareholder from attending and voting in person at the AGM. Recommendation The Directors believe that the resolutions to be proposed at the AGM, as set out in the attached Notice, are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that you vote in favour of these resolutions, as they intend to do in respect of their own shareholdings in the Company. Yours faithfully Hugh McCutcheon Interim Chairman 5

IPL PLASTICS PUBLIC LIMITED COMPANY NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the Annual General Meeting of the Company will be held on 17th May 2018 at 10.00 a.m. at The Westbury, Grafton Street, Dublin 2 for the following purposes: Ordinary Business:- 1. As an ordinary resolution (Resolution 1) Following a review of the Company s affairs, to receive and consider the Financial Statements for the year ended 31 December 2017 and the reports of the Directors and Auditors thereon. 2. As ordinary resolutions (Resolutions 2(a) and 2(b)) To re-elect the following who retire in accordance with Article 93 of the Articles of Association and, being eligible, offer themselves for re-election (as separate resolutions):- (a) Mr Hugh McCutcheon; and (b) Mr Pat Dalton. 3. As an ordinary resolution (Resolution 3) To elect Mr Alain Tremblay who retires in accordance with Article 97 of the Articles of Association and being eligible offers himself for election. 4. As an ordinary resolution (Resolution 4) To authorise the Directors to fix the remuneration of the Auditors for the year ending 31 December 2018. 5. As an ordinary resolution (Resolution 5) That the Directors be and they are hereby generally and unconditionally authorised (without prejudice to any existing such authority) pursuant to section 1021 of the Companies Act 2014 to exercise all the powers of the Company to allot relevant securities (within the meaning of the Companies Act 2014) up to an aggregate nominal amount equal to 688,600. The authority hereby conferred shall expire at the earlier of the close of business on the date of the next annual general meeting of the Company after the passing of this resolution and the date which is 15 calendar months after the passing of this resolution, unless previously renewed, varied or revoked by the Company in accordance with the provisions of the Companies Act 2014 save that the Company may make an offer or agreement before the expiry of this authority which would or might require relevant securities to be allotted or issued after this authority has expired and the Directors may allot and issue relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. 6. As a special resolution (Resolution 6) That, subject to the passing of Resolution 5 above, the Directors be and they are hereby empowered (without prejudice to any existing such power), pursuant to section 1023 of the Companies Act 2014, to allot equity securities (as defined by section 1023 of that Act) for cash pursuant to the authority conferred on the Directors by Resolution 5 above as if Sub-section 1 of section 1022 of that Act did not apply to any such allotment provided that this power shall be limited to: (a) the allotment of equity securities (including without limitation any shares purchased by the Company and held as treasury shares) in connection with any offer of such securities open for a period fixed by the Directors by way of rights, open offer or otherwise to (i) ordinary shareholders where the equity securities are offered proportionately to the respective number of shares held by such ordinary shareholders and (ii) the holders of other equity securities (including without limitation any person entitled to options under any of the Company s share option 6

schemes for the time being) as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any regulatory, legal or practical problems in respect of overseas shareholders, fractional entitlements, treasury shares, record dates or otherwise (and, for the avoidance of doubt, the Directors are hereby authorised to provide for any such exclusions or other arrangements as they may so deem to be necessary or expedient); and (b) (otherwise than in pursuance of (a) above), the allotment of equity securities (including without limitation any shares purchased by the Company and held as treasury shares) up to a maximum aggregate nominal value of 103,297. The power hereby conferred shall expire at the earlier of the close of business on the date of the next annual general meeting of the Company after the passing of this resolution and the date which is 15 calendar months after the passing of this resolution, unless previously revoked or renewed in accordance with the provisions of the Companies Act 2014, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired. BY ORDER OF THE BOARD Susan Holburn Company Secretary 4 April 2018 Registered Office: Huguenot House 35-38 St. Stephen s Green Dublin 2 7

NOTES: 1. A member entitled to attend and vote is entitled to appoint another person as his/her proxy to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company. The deposit of an instrument of proxy will not preclude a member from attending and voting in person at the meeting. 2. To be effective, the Form of Proxy duly completed and executed, together with any original power of attorney or in the case of a corporate member any authority under which it is executed or a copy of such authority certified notarially or by a solicitor practising in the Republic of Ireland, must be deposited with the Registrars of the Company, by post to Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland so as to be received no later than 48 hours before the time appointed for the Meeting or any adjourned Meeting thereof or (in the case of a poll taken otherwise than at or on the same day as the Meeting or any adjourned Meeting thereof) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the form must be initialled by the person who signs it. Alternatively, subject to the articles of association of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned Meeting thereof or (in the case of a poll taken otherwise than at or on the same day as the Meeting or any adjourned Meeting) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy may: i. be submitted by telefax to +353 (1) 447 5572, provided it is received in legible form; or ii. be submitted electronically by accessing the Registrar s website, www.eproxyappointment.com. You will require your Control Number, Shareholder Reference Number (SRN) and PIN number as printed on your Form of Proxy. A member who wishes to appoint more than one proxy by electronic means must contact the Registrar by sending an email to clientservices@computershare.ie. Full details of the procedures, including voting instructions are given on the website; or iii. be submitted through CREST in the case of CREST members, CREST sponsored members or CREST members who have appointed voting service providers. Transmission of CREST Proxy instructions must be done and authenticated in accordance with Euroclear specifications as set out in the CREST Manual and received by the Registrar under (ID 3RA50). To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer s agent (ID 3RA50) not later than 10.00 a.m. on 15 May 2018. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer s agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Companies Act 1990 (Uncertificated Securities) Regulations 1996. 3. In the case of a corporation, the form of proxy must be either executed under seal or signed on its behalf by an officer or attorney, duly authorised. 4. The Company, pursuant to Regulation 14 of the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (as amended) specifies that only those members registered in the register of members of the Company as at close of business on 15 May 2018 (or in the case of adjournment as at close of business on the day two days prior to the day of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting. 8